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Terms of Service

SalesGenius Terms of Service

READ THESE TERMS CAREFULLY BEFORE ENROLLING
FOR OR USING THE SERVICE. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT
ACCESS OR OTHERWISE USE THE SERVICE. BY USING THE SERVICE, YOU INDICATE YOUR ACKNOWLEDGMENT
THAT YOU HAVE READ AND ACCEPTED THESE TERMS.

These Terms of Service ("Terms") are
entered into between LeadRocket, Inc. (f/k/a Genius.com Incorporated) ("SalesGenius" or “LeadRocket, Inc.”) and the individual
and/or entity identified in the on-line application submitted during the
enrollment process ("User"). These Terms are the general terms and
conditions governing User's use of the Service identified in the Quote and
Service Agreement (and as further defined below) made available by LeadRocket,
Inc. through the web sites currently located at www.salesgenius.com and app.myleadrocket.com or www.MyLeadRocket.com ("Site"). In addition to these Terms, User's use of
the Service must at all times comply with the LeadRocket Acceptable Use Policy
("AUP"), which is located athttp://www.salesgenius.com/us/about/legal.html, and with the pricing and commercial terms set
forth in the on-line application for enrollment ("Enrollment
Materials") and with any Additional Terms (if applicable). The AUP, the
Enrollment Materials and Additional Terms (if any) are incorporated and made an
integral part of the Terms by this reference.

1.Definitions. The following
definitions shall apply: (a) "Email Invitation/s" means the emails
and communications sent by User to Prospects using the Service; (b)
"Hosted Data" means the information compiled about and from Prospects
in regard to their use of the User Site; (c) "Hosted Site" or
"Site" means the website/s owned and/or operated by LeadRocket, Inc.
in providing the Service; (d) "Prospect" means User's customers or
prospective customers who are invited through the Service to visit User's Site;
(e) "Service" means the online sales, marketing and hosting services
and software as further described by LeadRocket, Inc. through the web sites
currently located at www.salesgenius.com and app.myleadrocket.comor www.MyLeadRocket.com; (f)
"Site Content" means the content and other materials made available
by LeadRocket, Inc. or third parties on the Site, solely for User's commercial
and business purposes and not for the benefit of any third party, (g)
"User Site" means the commercial website owned and/or operated by
User to which Prospects are directed using the Service.

2. Registration

2.1 As a condition to User's usage of the Service, User represents
and warrants to LeadRocket, Inc. that (i) the
information provided by User in the sign-up or enrollment process is accurate
and complete and that User will promptly update its account and profile
information as changes occur, and (ii) if User is registering on behalf of an
entity, User has full right, power and authority to bind such entity, as the
User, to these Terms, including without limitation use of the Hosted Site and
URL, and collection, hosting and use of Hosted Data.

2.2 Use of the Service is void where prohibited. User is solely
responsible for complying with all relevant local laws pertaining to its use of
the Service. All User applications to be used with the Service are subject to
LeadRocket, Inc. approval, at its sole but reasonable discretion. User agrees
to accept all responsibility for all activities, including payment of fees
resulting from all activities that occur under or by use of User's login ID and
password.

2.3 Excluding taxes based on LeadRocket, Inc.’s income, User is
liable for all taxes relating to the Service, except to the extent User has
provided Callidus with a valid tax exemption or direct pay certificate.

2.4 For certain types of accounts or certain features of the
Service, additional terms ("Additional Terms") may apply. Additional
Terms may be in the form of a written agreement between the User and
LeadRocket, Inc., or click-through terms to which User must agree prior to use
of the Service, or use of the relevant portion of the Service. All such
Additional Terms are incorporated in these Terms by this reference. If any
Additional Terms conflict with these Terms, the Additional Terms shall govern
with respect to the account or portion of the Service to which they apply.

3. User's Use of the Service.

3.1 As part of the Service, LeadRocket, Inc. will host a
temporary, single use, non-recurring copy ("Temporary Copy") of the
navigational links ("Links") and text of the specific pages accessed
by each Prospect invited through the Service to visit User's Site in order to
collect information regarding use of the Temporary Copy by such Prospects.

3.2 User hereby
represents and warrants that its use will strictly comply with all applicable
terms and conditions, the AUP, laws and regulations, including but not limited
to those relating to use of the Internet, spyware, applicable export law, and
specifically the CAN-SPAM Act and Canada’s Anti-Spam Legislation (CASL).While User is retaining LeadRocket as a
platform to transmit messages, User initiates such messages through the
platform and is the sender of these messages.Accordingly, User will be liable for any
violations of unsolicited messaging laws and will be obligated to indemnify Callidus
against any liabilities, costs and expenses Callidus may incur as a result of
such violations.Callidus retains
the right to terminate User’s account if it determines User is sending
non-compliant messages using LeadRocket. If an AUP violation is suspected,
CallidusCloud will notify User in writing, and User shall have fifteen (15)
days to remedy any such violation.

3.3 In order to send Email Invitations to Prospects through the
Service, User must submit to LeadRocket, Inc. a current, valid email address
for each Prospect. In addition, User must have an existing business
relationship with such Prospect or have consent from such Prospect to the
receipt of the Email Invitation/s, as further described in the AUP.

3.4 It is User's entire responsibility for ensuring, and User
represents and warrants, that (a) User has developed industry-compliant User
Site privacy practices and policies for the protection of all Prospects who are
routed to User's Site, (b) User's use of the Service shall at all times comply
with User Site privacy policies or other terms applicable to use of the Hosted
Site and that (c) User will notify Prospects of the information collected based
on the Prospect's use of the Hosted Site as necessary to be in compliance with
User Site privacy policies and all applicable laws and, (d) if required, have
obtained Prospects' approval for such information collection.

3.5 User may use the Site Content solely for User's commercial and
business purposes and not for the benefit of any third party. User's right to
use the Service is not transferable. User may not reproduce, sell, resell,
lease, license or transfer any portion of the Service, or User's rights to use
or access the Service, including without limitation operation of a service
bureau using the Service. If the User is an entity, only the User's authorized
named users (up to the authorized number of licensed users) are permitted to
access and use the Service.

3.6 User represents, warrants and covenants that: (i) it will not use the Service in any manner for the
development, design, manufacture, production, stockpiling, or use of nuclear,
chemical or biological weapons, weapons of mass destruction, or missiles, in a
country listed in Country Groups D: 4 and D:3, as set forth in Supplement No. 1
to Part 740 of the United States Export Administration Regulations, and (ii) it
will not knowingly provide access to the Service to any person (including any
natural person or government or private entity) that is located in or is a
national of any embargoed or highly restricted country under United States
Export Regulations. User must obtain, at its own expense, the appropriate
Internet connections and equipment needed to access and use the Service. User
also must use reasonable security precautions in connection with its use of the
Service.

3.7 User is solely responsible for any and all transactions with
Prospects through the User Site or Hosted Site, including without limitation
sales of User's products or services to Prospects through the User Site or
Hosted Site, and for complying with all applicable agreements, laws and
regulations regarding such transactions. User shall indemnify LeadRocket, Inc.,
as provided in Section 4 below, for any claims by Prospects or other third
parties against LeadRocket, Inc. for any claims, damages or liabilities resulting
from the promotion, marketing and sales of User's products or services to
Prospects through the User Site, Hosted Site or the Service.

4. Indemnification.

4.1 User agrees to indemnify and hold harmless LeadRocket, Inc.,
its affiliates, service providers, employees, agents, officers, directors,
successors and assigns from and against any and all liability, loss, claim,
demands, obligations, damages, penalties, fines, punitive damages, amounts in
interest, and expenses and disbursements of any kind and nature whatsoever,
including reasonable attorney's fees (collectively, "Claims"), to the
extent such Claims arise out of or result from the Hosted Data, User's
violation of any of these Terms (including but not limited to the AUP), User's
failure to implement and abide by industry-appropriate privacy practices and
policies, User's products or services and any transactions resulting therefrom,
or User's misuse of the Site or the Service. This includes but is not limited
to any claims regarding (a) User's infringement or violation of third party
proprietary or other rights; (b) violation of User privacy policies or other
terms, or applicable law or regulation, regarding the Prospect's use of the
User Site or Hosted Site; (c) User's violation of any electronic mail laws,
anti-spam laws or regulations regarding the Email Invitation or any violation
by User of applicable laws or regulations; or (d) User's transactions and
relationships with Prospects, whether or not initiated through the Service.

4.2 LeadRocket, Inc. will provide prompt notice of its claim for
indemnification to User; provided, however, that failure to give prompt notice
shall not affect the User's obligations under this Section unless and to the
extent that the failure materially prejudices the defense of the matter.
LeadRocket, Inc. will have the right to select counsel to defend it in respect
of any indemnified matter under this Section. LeadRocket, Inc. will keep User
reasonably informed of the status of any litigation or dispute resolution procedure,
will give reasonable consideration to the suggestions and requests of the User
with respect to the conduct of the litigation or dispute resolution procedure,
and will not settle any matter covered by this Section without the prior
consent of the User, which shall not be unreasonably withheld.

4.3 LeadRocket, Inc. shall indemnify, defend, and hold harmless
User, its affiliates, employees, agents, officers, directors, successors and
assigns from and against any and all Claims made or threatened by any third
party and all related losses, expenses, damages, costs and liabilities,
including reasonable attorneys' fees and expenses, to the extent such Claims
arise out of or relate to any claims that the use of the Service under this
Agreement violates, misappropriates or infringes the U.S. patent, copyright,
trade secret, or other proprietary rights of any third party
("Intellectual Property Rights"). User will provide prompt notice of
its claim for indemnification to LeadRocket, Inc..
LeadRocket, Inc. shall retain control of the defense of the indemnified matters
with counsel of LeadRocket, Inc. 's choice.

5. Proprietary Rights. User owns and retains all right, title and
interest (including all intellectual property rights) in and to the Hosted
Data, User is solely responsible for the accuracy, quality, integrity,
legality, reliability, appropriateness, and intellectual property ownership or
right to use of the Hosted Data. LeadRocket, Inc. owns and retains all right,
title and interest (including all intellectual property rights and proprietary
rights therein) in and to the Site, the Service and the Site Content. Other
than use as expressly permitted in these Terms, User shall have no right of any
kind to any of LeadRocket, Inc. ' software, technology or materials or to use
the Service or any portion thereof. Any comments, suggestions or feedback User
provides to LeadRocket, Inc. regarding the Service may be used by LeadRocket,
Inc., at its discretion, in any manner, without liability or obligation to User.

6. Modifications. LeadRocket, Inc. may, by posting changes to its
Site, update and otherwise modify the Site or Service in its sole discretion,
including providing updates or modifying features or functionality
(collectively, "Updates"). These Terms apply to all such Updates.
LeadRocket, Inc. may, upon notice published on the Site, modify these Terms
(including the AUP) at any time. Modification of these Terms (including the
AUP) will be deemed effective upon LeadRocket, Inc. publication on the Site with
respect to User's use of the Service occurring after the modification date.

7. Termination. Unless terminated as provided in these Terms,
User's membership in the Service will remain in effect subject to User's
payment to LeadRocket, Inc. of all then-current applicable Fees. Either party
may terminate this Agreement in the event of a material breach of the Agreement
by the other party effective upon providing thirty (30) days' prior written
notice to the other party, provided that the breaching party is unable to cure
the breach within such 30-day period. In the event of User's early termination
without cause, User shall immediately pay all fees due for the remaining period
through the expiration date of the Initial Term or of then current Renewal Term.
Notwithstanding the foregoing or any other provision of these Terms,
LeadRocket, Inc. may suspend or terminate User's account, and access to or use
of any or all Service, without any liability or obligation to User (other than
using commercially reasonable efforts to notify User of such suspension or
termination unless LeadRocket, Inc. determines that suspension or termination
without notice is reasonable to protect LeadRocket, Inc. or its service
provider or customers from harm) if (a) LeadRocket, Inc. reasonably believes
that User is using the Service in any manner that is illegal or in breach of
these Terms (including the AUP) in any manner, (b) User fails to cooperate with
any reasonable investigation of any such alleged or actual illegal use or
breach, (c) there is a denial of service attack on LeadRocket, Inc. servers or
other event for which LeadRocket, Inc. or its service provider reasonably
believes that the suspension of Service is necessary to protect its network or
other customers, or (d) if requested by a law enforcement or government agency.
In the event of suspension due to non-User issues, LeadRocket, Inc. will resume
the Service as soon as reasonably possible under the circumstances. Upon any
suspension or termination of User's account and these Terms, LeadRocket, Inc.
will immediately cease providing the Service, and User will no longer have any
access to the Site or the Service. In these cases, balance of contract is due
and no refund will be provided. In the event these Terms are terminated (other
than by reason of User's breach), and upon User's written request no later than
thirty (30) days from the date of termination, LeadRocket, Inc. will make
available to User a file of the Hosted Data within thirty (30) days of User's
written request. Upon termination for cause, User's right to access or use
Hosted Data immediately ceases, and LeadRocket, Inc. shall have no obligation
to store or provide to User any Hosted Data. LeadRocket, Inc. reserves the
right to withhold or delete Hosted Data without notice for any breach,
including, without limitation, User's non-payment of fees owed. Upon any
termination of these Terms, Sections 4, 5, 7, 8, 9 and 11 will survive.

8. Warranty and Disclaimer of Warranties. LEADROCKET, INC.
WARRANTS THAT THE SITE AND SERVICE SHALL MATERIALLY OPERATE AS DESCRIBED IN
LEADROCKET, INC. SITE DOCUMENTATION FOR A PERIOD OF THIRTY (30) DAYS FROM THE
DATE THE SITE AND THE SERVICE ARE MADE AVAILABLE TO USER ('WARRANTY PERIOD').
IF USER NOTIFIES LEADROCKET, INC. OF ANY NON-CONFORMITY DURING THE WARRANTY
PERIOD, LEADROCKET, INC. SHALL PROMPTLY REPLACE OR REPAIR ANY ELEMENT WHICH IS
CONFIRMED BY LEADROCKET, INC. TO CONTAIN THE NON-CONFORMITY. LEADROCKET, INC.’S
SOLE OBLIGATION AND USER'S SOLE REMEDY IS THE REPAIR OR REPLACEMENT OF THE
NON-CONFORMING ELEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITE AND THE
SERVICE ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS,
AND LEADROCKET, INC. HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT OF THIRD PARTY
RIGHTS. LEADROCKET, INC. MAKES NO WARRANTY THAT (i)
THE SITE OR THE SERVICE WILL MEET USER'S EXPECTATIONS, (ii) THE SITE AND
SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) ANY
ERRORS IN THE SITE OR THE SERVICE WILL BE CORRECTED. USER ACKNOWLEDGES THAT
THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS
OF USER'S PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. LEADROCKET, INC.
SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION,
DAMAGE, LOSS OR FAILURE TO STORE ANY HOSTED DATA. NO ORAL OR WRITTEN STATEMENTS
BY ANY LEADROCKET, INC. REPRESENTATIVE WILL CREATE ANY WARRANTY. Some
jurisdictions do not allow the exclusion of certain warranties, so the above
exclusions may not apply to User.

9.Limitation of Liability.

9.1 EXCEPT FOR AMOUNTS ATTRIBUTABLE TO THE INDEMNIFICATION
OBLIGATIONS OF LEADROCKET, INC. OR OF USER, OR FOR BREACH OF CONFIDENTIALITY
OBLIGATIONS OF LEADROCKET, INC. OR USER, THE SOLE AND ENTIRE MAXIMUM LIABILITY
OF LEADROCKET, INC. AND USER, AND LEADROCKET, INC. AND USER'S SOLE AND
EXCLUSIVE REMEDY, FOR ANY CAUSE WHATSOEVER, ARISING UNDER OR RELATED TO THESE
TERMS OR THE SERVICE, SHALL BE LIMITED TO AMOUNT OF FEES PAID OR PAYABLE UNDER
THIS AGREEMENT.

9.2 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING,
BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE,
SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY (I) FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER,
EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE THE PARTY'S
LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE
LAW, OR (II) FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY.
ALL THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE PARTY HAS BEEN INFORMED
OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THIS EXCLUSION OR
LIMITATION. THE EXCEPTIONS NOTED IN SECTIONS 9.1 AND 9.2 WILL APPLY
NOTWITHSTANDING ANY CONTRARY PROVISIONS SET FORTH HEREIN OR IN ANY ADDITIONAL
TERMS.

10. Confidentiality

10.1 Definition. Each party understands and agrees that during the
course of this Agreement information that is confidential or proprietary to one
party ("Disclosing Party") may be disclosed to the other party
("Receiving Party"), including, but not limited to the Hosted Data in
the case of User and the LeadRocket, Inc. Service in the case of LeadRocket,
Inc. (including algorithms, computer programs, inventions, techniques,
processes, methodologies, formulas, schematics, know-how, ideas, analysis and
performance information, user documentation, internal documentation and the
features, mode of operation or other details of its products and services,
product benchmarking results, technical processes, product designs, pricing and
cost, other unpublished financial information, product and business plans,
advertising revenues, advertising relationships, projections, and marketing
data ("Confidential Information"). Confidential Information shall not
include information that the Receiving Party can demonstrate (i) is part of the public domain through no fault of the
Receiving Party; (ii) was lawfully known to the Receiving Party as of the time
of its disclosure and is not subject to any restriction on disclosure, (iii) is
independently developed by the Receiving Party without use of or reference to
the Disclosing Party's Confidential Information as evidenced by written
records, (iv) is subsequently learned from a third party not under a
confidentiality obligation to the party providing such information, (v) is
required by court order, provided that Receiving Party shall provide prompt
prior written notice thereof to the Disclosing Party to enable the Disclosing
Party to seek a protective order or otherwise prevent such disclosure.

10.2 Duration. While this Agreement remains in effect and for three
(3) years thereafter, the Receiving Party shall not disclose any of the
Confidential Information of the Disclosing Party to anyone other than its
employees who have a need to know in connection with this Agreement and who are
bound in writing to confidentiality obligations at least as restrictive as the confidentiality
obligations contained herein. Receiving Party agrees to promptly notify the
Disclosing Party of any unauthorized disclosure of Confidential Information.
Each party shall keep this Agreement and its terms and conditions confidential
and shall not disclose this Agreement or its terms without first obtaining the
written consent of the other party. The confidentiality obligations herein do
not apply to the existence of this Agreement or the fact that the parties have
executed this Agreement, but do apply to the specific terms of this Agreement.
Each Receiving Party shall notify its employees and contractors of its
confidentiality obligations with respect to Disclosing Party's Confidential
Information disclosed hereunder. Upon expiration or termination, all licenses
granted hereunder shall immediately terminate, and the parties shall promptly
return or destroy, with written certification all Confidential Information of
the other party and any and all copies and derivatives thereof.

10.3 Injunction. In the event of actual or threatened breach of the
provisions of this Section 10, the non-breaching party will be entitled to seek
immediate injunctive and other equitable relief, without waiving any other
rights or remedies available to it.

11. Miscellaneous.

11.1 These Terms shall be treated as though it were executed and
performed in California and shall be governed by and construed in accordance
with the laws of the United States of America and of the State of California
(without regard to conflict of law principles). The language in this these
Terms shall be interpreted in accordance with its fair meaning and not strictly
for or against any party. All legal proceedings arising out of or in connection
with these Terms shall be brought solely in the federal or state courts located
in Santa Clara County, California, and User expressly submits to the
jurisdiction of, and venue in, such courts. User further consents to
extra-territorial service of process.

11.2 Should any part of these Terms be held invalid or
unenforceable, that portion shall be construed consistent with applicable law
as nearly as possible to reflect the original intentions of the parties and the
remaining portions shall remain in full force and effect. Failure of
LeadRocket, Inc. to enforce any provision of these Terms shall not be deemed a
waiver of such provision nor of the right to enforce such provision.

11.3 The parties are independent contractors. Nothing contained in
these Terms is intended or is to be construed to create a partnership,
franchise, joint venture, agency or legal affiliate relationship between
LeadRocket, Inc. and User or any relationship other than independent
contractors.

11.4 These Terms (including the Order Form General Terms and
Information, the Additional Terms (if any) and the AUP are the entire agreement
between LeadRocket, Inc. and User, and supersedes all prior or contemporaneous
statements and understandings, oral or written, between LeadRocket, Inc. and
User with respect to the Service.

11.5 User may not assign these Terms or any of User's rights or
obligations under these Terms without LeadRocket, Inc. ' prior written consent.
Any attempted assignment in violation of this Section will be void. LeadRocket,
Inc. may assign these Terms without User's prior written consent, but upon
written notice, in connection with a LeadRocket, Inc. merger, acquisition, or
other M&A activity wherein LeadRocket, Inc. is no longer the surviving
entity. These Terms are binding upon, and shall inure to the benefit of, the
parties, their successors and permitted assigns.

11.6 Notices under these Terms to each party must be in writing and
will be deemed given when delivered personally, or by email or facsimile (with
confirmation of receipt) or by conventional mail (registered or certified,
postage prepaid with return receipt requested). Notices will be addressed to
LeadRocket, Inc. at the address provided below, but LeadRocket, Inc. may change
the address by notice in accordance with these Terms.

By clicking on "I agree" below (or
otherwise using the Service), User is providing his or her electronic signature
to these Terms, to the AUP located at
http://www.genius.com/us/about/legal.html, and to the Enrollment Materials and
is acknowledging that User consents to enter into this Agreement with
LeadRocket, Inc. electronically. User agrees that SalesGenius
may send in electronic form any notices or other communications relating to the
Services ("Notices) to User, at SalesGenius'
option, at the email address provided by User during the enrollment process (or
such other updated email address provided by User to SalesGenius
in writing) or by posting the Notice on the applicable Service or otherwise on
the Site. The delivery of any Notice from SalesGenius
is effective when sent or posted, regardless of whether or not User reads the
Notice or whether User actually receives delivery of the Notice. User can
opt-out of receiving Notices electronically by notifying LeadRocket, Inc. in
writing at the above address. All agreements completed electronically will be
deemed for all legal purposes to be in writing and legally enforceable as a
signed writing.